Erica Schohn

Latest Publications

As part of its ongoing rollout of its 2015 policy updates, Institutional Shareholder Services (ISS) has issued “Frequently Asked Questions” guidance with respect to both its 2015 Compensation Policies and its new equity plan...more

In-house legal and human resources professionals at companies of all sizes are expected to navigate the legal and cultural ramifications of employing a global workforce. Compensation programs designed for employees at a...more

The overall say-on-pay proportions for 2014 are not substantially different from those in prior years, with the overwhelming majority of companies easily getting majority support on say-on-pay proposals. Despite this seeming...more

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more

Preface -
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive...more

Since the adoption of Section 409A of the Internal Revenue Code, employers and practitioners have wondered when and how the IRS would enforce it. With the recent IRS announcement of an audit initiative with respect to Section...more

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive...more

On November 21, 2013, Institutional Shareholder Services (ISS) released updates to its proxy voting policies effective for shareholder meetings taking place on or after February 1, 2014. The changes to ISS’ U.S. voting...more

On October 21, 2013, Institutional Shareholder Services (ISS) issued draft policy changes for 2014 that, if adopted, would become effective for shareholder meetings taking place on or after February 1, 2014. ISS is soliciting...more

In a rare piece of good news relating to Section 409A of the Internal Revenue Code, on October 4, 2013, California reduced its additional state tax on income failing to comply with Section 409A from 20 percent to 5 percent....more

The SEC has proposed rules to implement the “CEO pay ratio” disclosure requirements under Section 953(b) of the Dodd-Frank Act.
The proposed rules would require many SEC reporting companies to publicly disclose the...more

The SEC, by a 3-2 vote, proposed rules to implement the “CEO pay-ratio” disclosure requirements under the Dodd-Frank Act. The proposed rules would require certain SEC reporting companies to publicly disclose...more

As the 2013 proxy season heads into its final weeks, we are continuing to monitor say-on-pay vote results and supplemental filing trends, as well as the most recent waves of proxy-related litigation, and have the following...more

A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company — large or small, public or private, established or...more

As a reminder, by July 1, 2013, compensation committee charters must comply with the new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements that were approved by the Securities and Exchange...more

Early Lessons From the 2013 Proxy Season -
As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends:
Vote Results -
Of the first 279 companies of the...more

On April 1, 2013, the Internal Revenue Service issued proposed regulations providing guidance on the $500,000 deduction limit for compensation paid by certain health insurance companies to their employees. Because of the...more

As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more

As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more

New ISS Peer Group Methodology -
One of the most controversial issues during the 2012 proxy season was the degree to which the peer groups chosen by Institutional Shareholder Services (ISS) varied from the peer groups...more

Private equity funds (PE funds) and their advisors long have been concerned that a fund (or its other portfolio companies) may be liable for unfunded pension plan liabilities of one of its portfolio companies. However, in a...more

Tax rates for highly compensated individuals will increase in 2013, perhaps substantially. This is due in part to:
- Possible expiration in 2013 of the Bush tax cuts, resulting in increases in the highest marginal tax...more

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